Carbonite to Acquire Webroot, Creating a Leader in Endpoint Data Protection and Security

Combination of backup and recovery with cloud-based cybersecurity
delivers a new approach to protecting endpoints

Complementary sales channels reach customers with a complete solution
that’s powerful, yet simple

Transaction valued at $618.5 million; expected to be immediately
accretive on an earnings and cash flow basis

BOSTON & BROOMFIELD, Colo.–(BUSINESS WIRE)–Carbonite, Inc. (Nasdaq: CARB) (“Carbonite” or the “Company”), a leading
cloud-based data protection provider, and Webroot Inc. (“Webroot”), a
leading cybersecurity company, today announced that they have entered
into a definitive agreement under which Carbonite will acquire Webroot
for approximately $618.5 million in cash. Carbonite will fund the
transaction with existing cash on hand and funds secured under a new
credit facility. The combined business will address a top vulnerability
of businesses – the endpoint – with a comprehensive approach to
protection through cloud-based cybersecurity, paired with cloud-based
backup and recovery. The transaction is expected to be immediately
accretive on an earnings and cash flow basis, following the close of the
transaction.

Founded in 1997, Webroot is a private company that secures endpoints and
provides network protection, security awareness training and threat
intelligence services. With its best-in-class technology, experienced
team, and extensive go-to-market capabilities, including a powerful
network of Managed Service Providers (“MSP”) and Remote Monitoring and
Management (“RMM”) relationships, Webroot has established itself as a
leader in the cybersecurity space. Webroot’s fiscal year 2018 revenue
was approximately $215.0 million.

The acquisition of Webroot dramatically accelerates our progress
towards becoming the leading data protection company,” said Mohamad Ali,
President and Chief Executive Officer of Carbonite. “With threats like
ransomware evolving daily, our customers and partners are increasingly
seeking a more comprehensive solution that is both powerful and easy to
use. Backup and recovery, combined with endpoint security and threat
intelligence, is a differentiated solution that provides one,
comprehensive data protection platform.”

Ali continued, “The Webroot team has a passion for building technology
to simplify the way customers protect their important data, and we are
excited to welcome them.”

Carbonite and Webroot have a common focus on making data protection and
cybersecurity solutions accessible and easy to use, as well as a
dedication to customer success, and we are thrilled to become part of
their team,” said Mike Potts, Webroot CEO. “Together we can deliver
tremendous value to our customers and partners.”

Compelling Strategic and Financial Benefits

  • Next-Generation Technology Platform: Combining Carbonite’s
    cloud-based data protection solutions and Webroot’s cloud-based
    machine learning technology will create a next-generation security
    platform to serve growing customer needs.
  • A Comprehensive Solution, Delivering Better Results: A common
    set of customers will benefit from an easy-to-use, cloud-based,
    integrated offering, which includes a unique ransomware prevention and
    recovery solution.
  • Consistent Routes to Market and Expansion of Addressable Market:
    Webroot and Carbonite share a go-to-market focus and a complementary
    ecosystem of channel partners. Webroot’s leading MSP partners and RMM
    relationships provide Carbonite with a new channel for increased scale
    and market expansion.
  • Immediately Accretive: Based on Webroot’s current operating
    plan and existing customer contracts, the transaction is expected to
    be immediately accretive on an earnings and cash flow basis following
    the close of the transaction.

Transaction Details

Carbonite will finance the acquisition with fully committed financing
and existing cash on hand.

The transaction is expected to close in the first quarter of 2019,
subject to the receipt of regulatory clearance and other customary
closing conditions.

The transaction has been unanimously approved by the Boards of Directors
of both companies and by the requisite percentage of stockholders of
Webroot.

For further information on the transaction, please visit http://CarboniteWebroot.transactionannouncement.com.

Advisors

RBC Capital Markets, LLC is serving as financial advisor to Carbonite,
and Barclays is serving as financial advisor to Carbonite. Skadden,
Arps, Slate, Meagher & Flom LLP is serving as Carbonite’s legal counsel.
Barclays, Citizens Banks, and RBC Capital Markets, LLC have provided
committed financing in support of the transaction and Simpson Thatcher &
Bartlett LLP is serving as financing counsel. William Blair & Company,
L.L.C. is serving as exclusive financial advisor to Webroot and Goodwin
Procter LLP and Holland & Hart LLP are serving as legal counsel.

Conference Call and Webcast Details

Carbonite will host a live conference call on Thursday, February 7th at
5:30 p.m. ET to discuss the transaction and the Company’s financial
results for the fourth quarter and full year 2018. This call will be
webcast live and can be found in the investor relations section of the
Company’s website at http://investor.carbonite.com.

The conference call can also be accessed by dialing 877-303-1393 in the
United States or 315-625-3228 internationally, with the passcode 9768609.

About Carbonite

Carbonite provides a robust Data Protection Platform for businesses,
including backup, disaster recovery, high availability and workload
migration technology. The Carbonite Data Protection Platform supports
global businesses with secure cloud infrastructure. To learn more visit www.Carbonite.com.

About Webroot

Webroot harnesses the cloud and artificial intelligence to protect
businesses and individuals against cyber threats. Webroot is a leading
cybersecurity provider for managed service providers and small
businesses, who rely on Webroot for endpoint protection, network
protection, and security awareness training. Webroot BrightCloud® Threat
Intelligence Services are used by market-leading companies like Cisco,
F5 Networks, Citrix, Aruba, A10 Networks, and more. Leveraging the power
of machine learning to protect millions of businesses and individuals,
Webroot secures the connected world. Headquartered in Colorado, Webroot
operates globally across North America, Europe, and Asia. Discover
Smarter Cybersecurity® solutions at www.Webroot.com.

Cautionary Language Concerning Forward-Looking Statements

Certain matters discussed in this press release, including under
“Business Outlook,” have “forward-looking statements” intended to
qualify for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements may generally be identified as such because the context of
such statements will include words such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “will,” “would” or words of similar
import. Similarly, statements that describe the Company’s future plans,
objectives or goals are also forward-looking statements. Such
forward-looking statements are subject to risks, uncertainties and other
important factors that could cause actual results and the timing of
certain events to differ materially from future results expressed or
implied by such forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, our
ability to consummate the Webroot acquisition, integrate the Webroot
acquisition and other acquisitions into our operations and achieve the
expected operational and financial benefits of such acquisitions and the
timing of such benefits, our ability to profitably attract new customers
and retain existing customers, our dependence on the market for cloud
backup services, our ability to manage growth, changes in economic or
regulatory conditions or other trends affecting the Internet and the
information technology industry, and those discussed in the section
titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2017 filed with the Securities and Exchange
Commission (the “SEC”), which is available on www.sec.gov,
and elsewhere in any subsequent periodic or current reports filed by us
with the SEC. Except as required by applicable law, we do not undertake
any obligation to update our forward-looking statements to reflect
future events, new information or circumstances.

Contacts

Carbonite
Investor Relations:
Jeremiah Sisitsky
781-928-0713
investor.relations@carbonite.com
or
Media:
Sarah
King
617-421-5601
Media@Carbonite.com

MJ Baker, Weber Shandwick (for Carbonite)
617-520-7128
wswnacarbonite@webershandwick.com

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